3
PLAYBOOK TEMPLATES
Strategic Alliance Agreement
A Strategic Alliance Agreement documents cooperative arrangements between entities for mutual benefit. This playbook highlights IP ownership, performance metrics, and termination strategies.
Indemnification Provisions
Negotiation strategy
Negotiate for broad indemnification coverage, including breaches, IP issues, and legal violations. Ensure caps are reasonable and survival periods are sufficient.
Limit indemnification obligations to specific breaches and misconduct. Advocate for reasonable caps and baskets to manage potential liabilities.
Essential elements
1
Indemnification Triggers
Defines events triggering indemnification.
2
Caps and Baskets
Limits and thresholds for claims.
3
Survival Period
Duration indemnification obligations last.
Action framework
ACCEPT
Propose edits if triggers are too broad or caps are too low.
EDIT
Reject if indemnification is unreasonably limited or absent.
ADD
Add language for missing elements like survival periods or carve-outs.
PRO TIP
Always ensure indemnification provisions align with the client's risk management strategy.
Real-world examples
FAVORABLE
Comprehensive Indemnification Clause
"Each party (the 'Indemnifying Party') shall indemnify, defend, and hold harmless the other party (the 'Indemnified Party') from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of this Agreement by the Indemnifying Party, or any negligence or willful misconduct by the Indemnifying Party in connection with the performance of its obligations under this Agreement."
NEUTRAL
Standard Indemnification Clause
"The Indemnifying Party shall indemnify the Indemnified Party for losses arising from breaches of this Agreement."
UNFAVORABLE
Limited Indemnification Clause
"The Indemnifying Party's liability is limited to direct damages only, excluding all other liabilities."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure indemnification covers all potential liabilities, including third-party claims and regulatory fines.
Cross-Border Transactions
For cross-border deals, consider jurisdictional differences in indemnification enforceability and scope.
Technology Agreements
In tech agreements, include specific indemnification for IP infringements and data breaches.
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WEEK 1
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WEEK 2
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WEEK 3
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Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
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